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DGAP-News: ENCAVIS AG / Key word(s): Issue of Debt/Corporate Action
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE UNLAWFUL.
ENCAVIS AG announces the launch of an offering of up to
Hamburg, November 17, 2021 - The Management Board of the SDAX constituent Hamburg-based wind and solar park operator ENCAVIS AG ("Encavis" or the "Company"); ISIN: DE0006095003; Prime Standard; ticker symbol: ECV) resolved today, with the approval of the Supervisory Board of the Company, to launch an offering (the "Offering") of up to approximately EUR 250 million perpetual subordinated bonds with time limited conversion rights into ordinary bearer shares of the Company (the "Bonds").
The proceeds of the Offering will be used to finance renewable energy investments and measures towards the ">> Fast Forward 2025 Growth Programme" to increase capacity to 3.4 GW by 2025 as well as for general corporate purposes and can be accounted for as "equity" under the International Financial Reporting Standards (IFRS). The proceeds of this offering will be invested in the short term.
The issuer of the Bonds is Encavis Finance B.V., a wholly owned subsidiary of Encavis, registered in The Netherlands (the "Issuer"). The Bonds will be unconditionally and irrevocably guaranteed by Encavis on a subordinated basis as to payments.
The Bonds will have no fixed redemption date and will be optionally convertible into fully paid new no-par value ordinary bearer shares of the Company ("Ordinary Shares") until the 10th business day prior to 24 November 2027 (the "First Reset Date"). The initial conversion price is expected to be at a premium of 30-35% to the volume weighted average price of the Ordinary Shares on XETRA between launch and pricing.
From the date of issue of the Bonds until the First Reset Date, the Bonds are expected to bear interest at a fixed rate in the range of 1.625% - 2.125% per annum. From the First Reset Date, the Bonds are expected to bear interest at a rate equal to 10% above the applicable 5 year-Mid-Swap Rate in Euro as reference rate, which reference rate will be subject to a reset every five years thereafter. Interest will be payable semi-annually in arrear on 24 May and 24 November in each year, commencing on 24 May 2022. Encavis, subject to certain conditions, may elect to defer all or part of any interest payment scheduled to be paid on a cumulative basis. Any such non-payment of interest will not constitute an event of default or other breach of obligations.
The Bonds will be issued at 100% of their principal amount and may be optionally redeemed by the Issuer at 100% of their principal amount for the first time with effect as of the First Reset Date and subsequently with effect as of each interest payment date thereafter, together with any accrued and unpaid interest and any outstanding arrears of interest. Encavis will have the option to effect the mandatory conversion of the Bonds at any time on or after 14 December 2025 and before the First Reset Date. The notice of mandatory conversion may only be given if, for a specified period of time, the price of the Ordinary Share during a period of not less than 20 out of 30 consecutive trading days preceding the notice is equal to or exceeds 130% of the conversion price then in effect.
BofA Securities and Jefferies are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Offering.
The Joint Global Coordinators and Joint Bookrunners will commence the accelerated bookbuilding procedure immediately, and books will open with immediate effect, following the release of this announcement. The final terms of the Bonds are expected to be announced as soon as practicable after the close of the bookbuilding.
The final terms of the Bonds are expected to be announced today. In the context of the Offering, Encavis and Encavis Finance B.V. have agreed to a lock-up period of 90 days following settlement. Settlement for the Offering is expected to take place on 24 November 2021. The Company intends to submit an application for the Bonds to be traded on the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange within one month from settlement.
Encavis AG is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG's environmental, social and governance performance has been awarded by two of the world's leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with "AA" and ISS ESG with their "Prime" label.
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Japan, South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
Manufacturer Target Market (MiFID II product governance) is Eligible Counterparties and Professional Clients only (all distribution channels). No PRIIPS Key Information Document (KID) and no UK PRIIPS KID has been prepared as the Bonds will not be available to retail investors in the EEA, the UK or elsewhere. Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MIFID II Product Governance Requirements) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Bonds.
In Canada, offering and sales may only be made to institutional investors who are both Accredited Investors and Permitted Clients in Ontario, Québec, British Columbia or Alberta.
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.
BofA Securities Europe SA ("BofA Securities"), Jefferies GmbH ("JEG") and Jefferies International Limited ("JIL") (JEG and JIL together, "Jefferies" and, together with BofA Securities, the "Joint Global Coordinators and Joint Bookrunners") are acting exclusively for the Issuer and the Company and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Issuer and the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, the Joint Global Coordinators and Joint Bookrunners and any of their respective affiliates may take up a portion of the Bonds in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Bonds and other securities of the Issuer and the Company or related investments in connection with this Bond offering or otherwise. In addition the Joint Global Coordinators and Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Joint Global Coordinators and Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of Bonds and/or other securities or of the Issuer and/or the Company. The Joint Global Coordinators and Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates, or any of their or their respective affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Issuer and the Company or, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. None of the Joint Global Coordinators and Joint Bookrunners or the Issuer or the Company undertakes any obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. None of the Joint Global Coordinators and Joint Bookrunners or the Issuer or the Company accepts any liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.
17.11.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.
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